Apocrine adenocarcinoma is rarely reported in the world and only 4 cases are reported in Korean literature. We encountered a case of apocrine adenocarcinoma associated with basal cell carcinoma in a 76-year-old female. Excisional biopsy showed well demarcated basophilic cell mass in the upper dermis and glandular structure in the lower dermis. Basophilic cell mass consisted with basaloid cells and had peripheral palisading arrangement. Glandular structures characterized by cells with abundant eosinophilic cytoplasm showed decapitation secretion. The cells showed nuclear atypicality, plemorphism and prominent nucleoli. The cytoplasm contained PAS-positive, diastase-resistant granules and stains for lysozyme and GCDFP-15(Gross Cystic Disease Fluid Protein-15) were positive. (Korean J Dermatol 2002;40(1)：54~57)